Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for at least the past 90 days. Yes [X] No [ ]

Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit such files). Yes [X] No [ ]

Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange
Act.

Large
accelerated filer [ ]

Accelerated
filer [ ]

Non-accelerated
filer [ ]

Smaller
reporting company [X]

Emerging
growth company [ ]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]

As
of May 12, 2020, the Registrant had 1,977,131,592 shares of Common Stock outstanding.

The
accompanying notes are an integral part of these interim consolidated financial statements

3

VOIP-PAL.com
Inc.

INTERIM
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited
– prepared by management)

(Expressed
in U.S. Dollars)

Three Months Ended

Three Months Ended

Six Months Ended

Six Months Ended

March
31, 2020

March 31, 2019

March
31, 2020

March 31, 2019

EXPENSES

Amortization (Note 6 & 7)

$

35,114

$

34,737

$

69,853

$

69,476

Officers and Directors fees (Note 8)

67,167

155,729

149,247

446,329

Legal fees (Note 8)

165,614

288,635

542,552

526,043

Office & general

18,436

77,542

61,699

151,829

Patent consulting fees

4,653

33,800

12,960

77,475

Professional fees & services (Note 8)

109,226

161,551

538,326

272,245

Stock-based compensation (Note 11)

-

-

-

5,080,000

Total expenses

$

400,210

$

751,994

$

1,374,637

$

6,623,397

NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD

$

(400,210

)

$

(751,994

)

$

(1,374,637

)

$

(6,623,397

)

Basic and diluted loss per common share

$

(0.00

)

$

(0.00

)

$

(0.00

)

$

(0.00

)

Weighted-average number of common shares outstanding:

Basic and diluted

1,972,791,881

1,950,139,362

1,967,137,229

1,819,762,248

The
accompanying notes are an integral part of these interim consolidated financial statements

4

VOIP-PAL.com
Inc.

INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited
– prepared by management)

(Expressed
in U.S. Dollars)

Six
Months Ended

March
31, 2020

Six Months Ended
March 31, 2019

Cash Flows used in Operating Activities

Loss for the period

$

(1,374,637

)

$

(6,623,397

)

Add items not affecting cash:

Stock-based compensation

-

5,080,000

Shares issued for services

330,000

404,000

Amortization

69,853

69,476

Changes in non-cash working capital:

Retainer

675,087

(36,386

)

Accounts payable and accrued liabilities

(426,093

)

(7,103

)

Prepaid expense

5,750

(20,000

)

Cash Flows Used in Operations

(720,040

)

(1,133,410

)

Cash Flows used in Investing Activities

Acquisition of fixed assets

-

(11,917

)

Cash Flows Used in Investing Activities

-

(11,917

)

Cash Flows from Financing Activities

Proceeds from private placement

116,310

219,000

Proceeds from warrant exercise

-

252,240

Cash Flows Provided by Financing Activities

116,310

471,240

Increase / (Decrease) in cash

(603,730

)

(674,087

)

Cash, beginning of the period

960,490

3,175,523

Cash, end of the period

$

356,760

$

2,501,436

Supplemental
cash flow information (Note 9)

The
accompanying notes are an integral part of these interim consolidated financial statements

5

VOIP-PAL.com
Inc.

INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited
– prepared by management)

(Expressed
in U.S. dollars)

Common
Shares

Shares to be Issued

Additional Paid-in

Number

Par
Value

Value

Capital

Deficit

Total

Balance
at September 30, 2018

1,575,001,801

$

1,276,653

$

477,320

$

45,198,281

$

(42,648,364

)

$

4,303,890

Shares
issued for private placement

2,250,000

2,250

-

87,750

-

90,000

Shares
issued for warrant exercise

6,306,000

6,306

-

245,934

-

252,240

Shares
issued for services

12,237,500

12,238

18,000

277,262

-

307,500

Shares
issued for bonus compensation (Note 11)

127,000,000

127,000

-

4,953,000

-

5,080,000

Shares
issued for Anti-Dilution Clause (Notes 4,8 & 10)

225,184,791

-

-

-

-

-

Loss
for the period

-

-

-

-

(5,871,403

)

(5,871,403

)

Balance
at December 31, 2018

1,947,980,092

$

1,424,447

$

495,320

$

50,762,227

$

(48,519,767

)

$

4,162,227

Shares
issued for private placement

3,225,000

3,225

-

125,775

-

129,000

Shares
issued for services

1,062,500

1,062

54,000

41,438

-

96,500

Loss
for the period

-

-

-

-

(751,994

)

(751,994

)

Balance
at March 31, 2019

1,952,267,592

$

1,428,734

$

549,320

$

50,929,440

$

(49,271,761

)

$

3,635,733

Shares
issued for services

4,110,000

4,110

(72,000

)

613,340

-

545,450

Loss
for the period

(2,449,935

)

(2,449,935

)

Balance
at September 30, 2019

1,956,377,592

$

1,432,844

$

477,320

$

51,542,780

$

(51,721,696

)

$

1,731,248

Shares
issued for services

13,000,000

13,000

-

317,000

-

330,000

Loss
for the period

-

-

-

-

(974,427

)

(974,427

)

Balance
at December 31, 2019

1,969,377,592

$

1,445,844

$

477,320

$

51,859,780

$

(52,696,123

)

$

1,086,821

Shares
issued for private placement

7,754,000

7,754

-

108,556

-

116,310

Loss
for the period

-

-

-

-

(400,210

)

(400,210

)

Balance
at March 31, 2020

1,977,131,592

$

1,453,598

$

477,320

$

51,968,336

$

(53,096,333

)

$

802,921

The
accompanying notes are an integral part of these interim consolidated financial statements

6

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE
1. NATURE AND CONTINUANCE OF OPERATIONS

VOIP-PAL.com,
Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International,
Inc. The Company’s registered office is located at 10900 NE 4th Street, Suite 2300, Bellevue, Washington in the
United States of America.

Since
March 2004, the Company has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business
activities prior to March 2004 have been abandoned and written off to deficit. The Company operates in one reportable segment
being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets
are located in the United States of America

In
December 2013, the Company completed the acquisition of Digifonica (International) Limited, a private company controlled by the
CEO of the Company, whose assets included several patents and technology developed for the VoIP market.

These
interim consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization
of assets and discharge of liabilities in the normal course of business. The Company is in various stages of product development
and continues to incur losses and, at March 31, 2020, had an accumulated deficit of $53,096,333 (September 30, 2019 - $51,721,696).
The ability of the Company to continue operations as a going concern is dependent upon raising additional working capital, settling
outstanding debts and generating profitable operations. These material uncertainties raise substantial doubt about the Company’s
ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments
to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary
to meet these continued developments and operating costs or, if the capital is available, that it will be on the terms acceptable
to the Company. The issuances of additional stock by the Company may result in a significant dilution in the equity interests
of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s
liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable,
its business and future success may be adversely affected.

Additionally,
as the Company’s stated objective is to monetize its patent suite through the licensing or sale of its intellectual property
(“IP”), the Company being forced to litigate or to defend its IP claims through litigation casts substantial doubt
on its future to continue as a going concern. IP litigation is generally a costly process, and in the absence of revenue the Company
must raise capital to continue its own defense and to validate its claims – in the event of a failure to defend its patent
claims, either because of lack of funding, a court ruling against the Company or because of a protracted litigation process, there
can be no assurance that the Company will be able to raise additional capital to pay for an appeals process or a lengthy trial.
The outcome of any litigation process may have a significant adverse effect on the Company’s ability to continue as a going
concern.

NOTE
2. BASIS OF PRESENTATION

The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“US GAAP”).

NOTE
3. SIGNIFICANT ACCOUNTING POLICIES

Principles
of Consolidation

These
interim consolidated financial statements have been prepared on a consolidated basis and include the accounts of the Company and
its wholly owned subsidiary Digifonica. All intercompany transactions and balances have been eliminated. As at March 31, 2020,
Digifonica had no activities.

Use
of Estimates

The
preparation of these interim consolidated financial statements required management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from these estimates. Where estimates have been used, financial
results as determined by actual events could differ from those estimates.

7

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE
3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Cash

Cash
consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $356,760 in cash
on March 31, 2020 (September 30, 2019 - $960,490).

Fixed
Assets

Fixed
assets are stated at cost less accumulated depreciation, and depreciated using the straight-line method over their useful lives;
Furniture and computers – 7 years.

Intangible
Assets

Intangible
assets, consisting of VoIP communication patent intellectual properties (IP) are recorded at cost and amortized over the assets
estimated life on a straight-line basis. Management considers factors such as remaining life of the patents, technological usefulness
and other factors in estimating the life of the assets.

The
carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence
of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write-down
such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon
the occurrence of an event which may indicate that the useful life may have changed.

Fair
Value of Financial Instruments

FASB
ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer
of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use
in pricing the asset or liability, not on assumptions specific to the entity.

The
Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables
or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value
on their initial recognition, except for those arising from certain related party transactions which are accounted for at the
transferor’s carrying amount or exchange amount.

Financial
assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.
Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified
as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified
as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income
until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

U.S.
GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures
about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability
(i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs
and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of
inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level
2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.

Level
3: Unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The
fair value of cash is classified as Level 1 at March 31, 2020 and September 30, 2019.

The
Company classifies its financial instruments as follows: Cash is classified as held for trading and is measured at fair value.
Accounts payable and accrued liabilities are classified as other financial liabilities, and have a fair value approximating their
carrying value, due to their short-term nature.

8

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE
3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Income
Taxes

Deferred
income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset
and liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to
reverse. A valuation allowance is provided when realization is not considered more likely than not.

The
Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative
expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for
three years after they are filed.

Loss
per Common Share

Basic
loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income
per share includes potentially dilutive securities such as outstanding options and warrants outstanding during each period. To
calculate diluted loss per share the Company uses the treasury stock method and the If-converted method.

For
the period ended March 31, 2020 and the year ended September 30, 2019 there were no potentially dilutive securities included in
the calculation of weighted-average common shares outstanding.

Derivatives

We
account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. All derivative
instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent
for holding them. We determine fair value of warrants and other option type instruments based on option pricing models. The changes
in fair value of these instruments are recorded in income or expense.

Stock-based
compensation

The
Company recognizes compensation expense for all stock-based payments made to employees, directors and others based on the estimated
fair values of its common stock on the date of issuance.

The
Company determines the fair value of the share-based compensation payments granted as either the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity
instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either
the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.

The
Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service
period, which is included in operations. Stock option expense is recognized over the option’s vesting period.

Concentrations
of Credit Risk

The
Company’s policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company
has at times had cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) Insurance
Limit of $250,000, but has not experienced any losses to date as a result. As of March 31, 2020, the Company’s bank operating
account balances did not exceed the FDIC Insurance Limit.

Recent
Accounting Pronouncements and Adoption

In
January 2016, FASB issued an ASU, Subtopic 825-10, to amend certain aspects of recognition, measurement, presentation, and disclosure
of financial instruments. Most prominent among the amendments is the requirement for changes in fair value of equity investments,
with certain exceptions, to be recognized through profit or loss rather than other comprehensive income. The Company adopted the
standard October 1, 2018. There was no impact on the Company’s financial statements from the adoption of this amendment.

9

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE
3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Recent
Accounting Pronouncements and Adoption (cont’d)

In
February 2016 FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides
principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and the lessors. The new
standard requires the lessees to apply a dual approach, classifying leases as either finance or operating leases based on the
principle of whether or not the lease is effectively a financed purchase by the lessee. The classification will determine whether
lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively.
A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve
months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance
for operating leases. The standard is effective for annual periods beginning after December 15, 2018, with early adoption permitted
upon issuance. The adoption of this guidance had no material impact on the financial statements.

In
June 2016, the FASB issued ASU 2016-13 to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology
that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to
inform credit loss credit loss estimates. For trade and other receivables, loans and other financial instruments, the Company
will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses
which reflects losses that are probable. Credit losses relating to available for sale debt securities will also be recorded through
an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will
be effective for the Company beginning October 1, 2020, with early adoption permitted. Application of the amendments is through
a cumulative-effect adjustment to deficit as of the effective date. The Company is currently assessing the impact of the standard
on its consolidated financial statements.

NOTE
4. PURCHASE OF DIGIFONICA

The
Company acquired Digifonica in December 2013. Pursuant to the terms in the Share Purchase Agreement (the “SPA”) the
Company acquired 100% of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of
$800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented
technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions,
intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes.

The
SPA included an anti-dilution clause (the “Anti-Dilution Clause”) that requires the Company to maintain the Seller’s
percentage ownership of the Company at 40% by issuing the Seller a proportionate number of common shares of any future issuance
of the Company’s common shares. Shares issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost
within the Additional Paid-in Capital account (Notes 8 and 10).

NOTE
5. RETAINER

The
Company has retainers with several of its professional service providers. The balance on these prepaid retainers was $122,594
as of March 31, 2020 and $797,681 for the year ended September 30, 2019. The Company recognizes the expense from these retainers
as they are invoiced and the invoiced charges are deducted from the various providers’ prepaid retainer balances.

NOTE
6. FIXED ASSETS

A
summary of the Company’s fixed assets as of March 31, 2020 and September 30, 2019 is as follows:

March
31, 2020

September 30, 2019

Office furniture & computers

$

11,917

$

11,917

Accumulated depreciation

(1,505

)

(752

)

Net book value

$

10,412

$

11,165

There
were no retirements of any fixed assets in the periods presented.

10

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE
7. INTANGIBLE ASSETS

The
Company acquired certain patents and technology from Digifonica in December 2013 (see Note 4). These assets have been recorded
in the financial statements as intangible assets. These assets are being amortized over twelve (12) years on a straight-line basis.
A summary of intangible assets as of March 31, 2020 and September 30, 2019 is as follows:

March
31, 2020

September 30, 2019

VoIP Intellectual property and patents

$

1,552,416

$

1,552,416

Accumulated amortization

(842,166

)

(773,066

)

Net book value

$

710,250

$

779,350

There
were no disposals of any intangible assets in the periods presented.

NOTE
8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

The
Company compensates certain of its key management personnel to operate its business in the normal course. Key management includes
the Company’s executive officers and members of its Board of Directors.

Compensation
paid or accrued to key management for services during the six-month period ended March 31, 2020 includes:

March
31, 2020

March 31, 2019

Management fees paid or accrued to the CEO

$

72,000

$

72,000

Management fees paid or accrued to the CFO

59,247

43,200

Management fees paid or accrued to the President

-

30,000

Fees paid or accrued to Directors

18,000

36,000

$

149,247

$

181,200

During
the six-month period ended March 31, 2020 the Company issued $Nil (2019 – 1,650,000) common shares for a value of $Nil (2019
- $96,000), accrued nil (2019 – nil) common shares to be issued valued at $nil (2019 – $72,000), accrued $90,000 (2019
- $Nil) and paid cash of $59,247 (2019 - $13,200) for key management compensation totaling $149,247 (2019 - $181,200) as shown
in the above table. At March 31, 2020, included in accounts payable and accrued liabilities is $270,000 (September 30, 2019 -
$180,000) owed to current officers and directors.

As
at March 31, 2020, included in shares to be issued is $416,000 (September 30, 2019 - $416,000) for unpaid Director fees. As at
March 31, 2020, 19,434,333 (September 30, 2019 – 5,598,333) common shares are accrued to the Seller of Digifonica for the
Anti-Dilution Clause. Nil common shares were issued during the six-month period ended March 31, 2020 (2019 – 225,184,791)
to the Seller of Digifonica pursuant to the Anti-Dilution Clause (Notes 4 and 10).

NOTE
9. SUPPLEMENTAL CASH FLOW INFORMATION

During
the period ended March 31, 2020, the Company paid $3,459 (2019 - $nil) in interest and $nil (2019 - $nil) in income taxes.

There
were no non-cash investing or financing transactions during the period ended March 31, 2020.

13,000,000
common shares priced at $0.025 per share for services with a value of $330,000; and

-

7,754,000
common shares priced at $0.015 per share for cash proceeds of $116,310 from a private place of common shares

Issues
during the year ended September 30, 2019

During
the year ended September 30, 2019, the Company issued:

-

5,475,000
common shares priced at $0.04 per share for cash proceeds of $219,000 from a private placement of common shares;

-

6,306,000
common shares priced at $0.04 per share for cash proceeds of $252,240 from the exercise of 6,306,000 warrants;

-

17,410,000
common shares priced between $0.02 and $0.04 per common share for services with an aggregate value of $949,450.

-

127,000,000
common shares issued as bonus compensation, recorded as an expense to the Company of $5,080,000 (Note 13); and

-

225,184,791
common shares pursuant to the Anti-Dilution Clause (Note 4 and 8), recorded as share issue costs.

Subsequent
Issues

None.

Shares
to be Issued

As
at March 31, 2020, there are 12,817,523 (September 30, 2019 – 12,817,523) common shares to be issued that are accrued for
services provided to the Company valued at $477,320 (September 30, 2019– $477,320), of which 10,840,000 (September 30, 2019
– 10,840,000) valued at $416,000 (September 30, 2019 - $416,000) are accrued to management and related parties (see Note
8).

As
at March 31, 2020, there are 19,434,333 (September 30, 2019 – 5,598,333) common shares to be issued that are accrued to
the seller of Digifonica pursuant to the Anti-Dilution Clause (see Notes 4 and 8).

Warrants

During
the year ended September 30, 2019, 6,306,000 common share purchase warrants were exercised to purchase 6,306,000 common shares
in the capital stock of the Company at a price of $0.04 per common share.

During
the six-month period ended March 31, 2020, the Company issued no new warrants.

As
of March 31, 2020, there were no outstanding warrants to be exercised.

The
following table summarizes the Company’s share purchase warrant transactions:

Number
of

warrants

Weighted
average exercise price

Balance
September 30, 2018

6,306,000

$

0.04

Issued

Nil

N/A

Exercised

(6,306,000

)

0.04

Expired

Nil

N/A

Balance
September 30, 2019

Nil

N/A

Issued

Nil

N/A

Exercised

Nil

N/A

Expired

Nil

N/A

Balance
March 31, 2020

Nil

N/A

12

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE 11. STOCK-BASED COMPENSATION

Stock
Option Plan

In
order to provide incentive to directors, officers, management, employees, consultants and others who provide services to the Company
or any subsidiary (the “Service Providers”) to act in the best interests of the Company, and to retain such Service
Providers, the Company has in place an incentive Stock Option Plan (the “Plan”) whereby the Company is authorized
to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum
term of options granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of
Directors.

The
following table summarizes the Company’s stock option transactions:

Number
of options

Weighted
average

exercise
price

Balance
September 30, 2018

39,850,000

$

0.058

Granted

10,000,000

0.065

Cancelled

-

-

Balance
September 30, 2019

49,850,000

$

0.060

Granted

-

-

Cancelled

-

-

Balance
March 31, 2020

49,850,000

$

0.060

The
following table summarizes the stock options outstanding at March 31, 2020:

Options
Outstanding

Exercise
Price

Remaining Contractual
Life (Yrs)

Number of Options Currently Exercisable

14,000,000

$

0.060

1.48

14,000,000

14,000,000

0.060

1.69

14,000,000

3,450,000

0.060

1.82

3,450,000

8,400,000

0.050

2.3

8,400,000

10,000,000

0.065

3.98

-

49,850,000

$

0.059

2.20

39,850,000

The
following assumptions were used for the Black-Scholes valuation of stock options granted during the six-month period ended March
31, 2020: risk-free rate of 0% (2019 – 3.84%), expected life of 0 years (2019 – 5 years), annualized historical volatility
of 0% (2019 – 161.7%) and a dividend rate of 0% (2019 – 0%). Expected volatilities are based on historical volatility
of the Company’s stock and other factors. The stock options vest on the occurrence of the earlier of a successful defense
of the Company’s patents in litigation in Federal Court or a Bonusable Event as defined in Note 12 hereto. The compensation
cost that has been charged against income from options vested under the Plan was $nil for the six-month period ended March 31,
2020 (2019 – $nil) as none of the vesting conditions of the options granted during the period were met.

The
weighted-average grant-date fair value of options granted during the six-month period ended March 31, 2020 was $nil (2019 - $0.06).
The total intrinsic value of options exercised during the period ended March 31, 2020 was $nil (2019 - $nil).

13

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE 12.CONTINGENT LIABILITIES

Patent
Litigation

The
Company is party to patent and patent-related litigation cases as follows:

In
February 2016 the Company filed patent infringement lawsuits in the United States District Court, District of Nevada against Apple,
Inc, (Case No. 2:16-CV-00260), Verizon Wireless Services, LLC, Verizon Communications Inc., and AT&T Corp. (Case No. 2:16-CV-00271).
These cases are seeking a combined $7,024,377,876 in damages. On May 9, 2016, the lawsuits were officially served to these companies
(collectively, the “Defendants”).

In
August, 2018, the cases were consolidated under one lawsuit, and transferred to the U.S. District Court for the Northern District
of California, where they were renamed as Case Nos. 5:18-cv-06217-LHK and 5:18-cv-06054-LHK. The Defendants filed a Motion to
Dismiss the cases, asserting that Voip-Pal’s ‘005 and ‘815 patents do not claim patentable subject matter.

On
March 25, 2019, the U.S. District Court for the Northern District of California granted the Defendants’ Motion to Dismiss
in all of the cases. The Company appealed the district court decision to the US Court of Appeals for the Federal Circuit. The
Federal Circuit affirmed the district court’s decision.

Subsequent
to the six-month period ending March 31, 2020, on April 15, 2020, the Company filed a combined petition for rehearing and rehearing
en banc, which remains pending.

ii)

Voip-Pal.com
Inc. v. Twitter, Inc. (Case No. 2:16-CV-02338) in the United States District Court, District of Nevada

On
October 6, 2016, the Company filed a lawsuit in the United States District Court, District of Nevada against Twitter, Inc, (Case
No. 2:16- CV-02338) in which Voip-Pal.com alleges infringement of U.S. Patent No. 8,542,815 and its continuation patent, U.S.
Patent No. 9,179,005, This case is seeking $3,200,000,000 in damages. On December 28, 2016, the lawsuit was officially served
to Twitter, Inc. On February 28, 2018, Twitter filed a motion to transfer its case based on improper venue and the case was subsequently
transferred to the U.S. District Court for the Northern District of California, where it was renamed as Case No. 5:18-cv-4523
and consolidated with Case Nos. 5:18-cv-06217-LHK and 5:18-cv-066054-LHK. The Defendants filed a Motion to Dismiss the cases,
asserting that Voip-Pal’s ‘005 and ‘815 patents do not claim patentable subject matter. On March 25, 2019, the
U.S. District Court for the Northern District of California granted the Defendants’ Motion to Dismiss. The Company appealed
the district court decision to the U.S. Court of Appeals for the Federal Circuit. The Federal Circuit affirmed the district court’s
decision.

Subsequent
to the six-month period ending March 31, 2020, on April 15, 2020, the Company filed a combined petition for rehearing and rehearing
en banc, which remains pending.

iii)

Voip-Pal.com
Inc. v. Amazon.com, Inc. et al. (Case No. 2:18-CV-01076) in the United States District Court, District of Nevada

In
June 2018, the Company filed a lawsuit in the United States District Court, District of Nevada, against Amazon.com, Inc. and certain
related entities, alleging infringement of U.S. Patent Nos. 9,537,762, 9,813,330, 9,826,002 and 9,948,549. In November 2018, the
case was transferred to the U.S. District Court for the Northern District of California, where it was renamed Case No. 5:18-cv-07020-LHK
and consolidated with Case No. 5:18-cv-06216-LHK. The Defendants filed a Motion to Dismiss the cases, asserting that Voip-Pal’s
‘762, ‘330, ‘002, and ‘549 patents do not claim patentable subject matter. On November 1, 2019, the U.S.
District Court for the Northern District of California granted the Defendants’ Motion to Dismiss in all of the cases. The
Company appealed the district court decision to the U.S. Court of Appeals for the Federal Circuit and the appeal remains pending.

14

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE 12.CONTINGENT LIABILITIES (CONT’D)

Patent
Litigation (cont’d)

iv)

Voip-Pal.com
Inc. v. Apple, Inc. et al. (Case No. 2:18-CV-00953) in the United States District Court, District of Nevada

In
May 2018, the Company filed a lawsuit in the United States District Court, District of Nevada, against Apple, Inc., alleging infringement
of U.S. Patent Nos. 9,537,762, 9,813,330, 9,826,002 and 9,948,549. In November 2018, the case was transferred to the U.S. District
Court for the Northern District of California, where it was renamed Case No. 5:18-cv-06216-LHK and consolidated with Case No.
5:18-cv-07020. The Defendants filed a Motion to Dismiss the cases, asserting that Voip-Pal’s ‘762, ‘330, ‘002,
and ‘549 patents do not claim patentable subject matter. On November 1, 2019, the U.S. District Court for the Northern District
of California granted the Defendants’ Motion to Dismiss in all of the cases. The Company appealed the district court decision
to the U.S. Court of Appeals for the Federal Circuit and the appeal remains pending.

Subsequent
to the six-month period ended March 31, 2020, the following patent litigation cases were filed:

v)

VoIP-Pal.com
Inc. v. Facebook, Inc. et al. Case No. 6-20-cv-00267 in the United States District Court, Western District of Texas

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Facebook, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

vi)

VoIP-Pal.com
Inc. v. Google, LLC fka Google, Inc. Case No. 6-20-cv-00269 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Google, alleging
infringement of U.S. Patent No. 10,218,606. The case is pending.

vii)

VoIP-Pal.com
Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

viii)

VoIP-Pal.com
Inc. v. Apple, Inc. Case No. 6-20-cv-00275 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Apple, Inc. alleging
infringement of U.S. Patent No. 10,218,606. The case is pending.

ix)

VoIP-Pal.com
Inc. v. AT&T, Inc. et al. Case No. 6-20-cv-00325 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against AT&T, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

x)

VoIP-Pal.com
Inc. v. Verizon Communications, Inc. et al. Case No. 6-20-cv-00327 in the United States District Court, Western District of
Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Verizon Communications,
Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

xi)

Twitter,
Inc. VoIP-Pal.com Inc. Case No. 5-20-cv-02397 in the United States District Court, Northern District of California.

In
April 2020, Twitter filed a declaratory judgment lawsuit against the Company in the United States District Court, Northern District
of California, alleging non-infringement of U.S. Patent No. 10,218,606. The case is pending.

xii)

Apple,
Inc. v. VoIP-Pal.com Inc. Case No. 5:20-cv-02460 in the United States District Court, Northern District of California.

In
April 2020, Apple filed a declaratory judgment lawsuit against the Company in the United States District Court, Northern District
of California, alleging non-infringement and invalidity of U.S. Patent Nos. 9,935,872 and 10,218,606. The case is pending.

15

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE 12.CONTINGENT LIABILITIES (CONT’D)

Patent
Litigation (cont’d)

Inter
Partes Reviews

In
additional legal actions related to the above cases, several of the Company’s patents have been subject to challenge in
Inter Partes Review (“IPR”) petitions filed before the Patent Trial and Appeal Board (“PTAB”) of
the United States Patent and Trademark Office (“USPTO”). An IPR is a post-grant patent review process allowing the
PTAB to consider the validity of issued patents. There are no damages awarded, but a portion or all of a patent’s claims
instituted for IPR may be invalidated as a result of the review.

Through
2016 and 2017, eight IPRs filed against Patents No. 8,542,815 and No. 9,179,005 by either Apple Inc., AT&T Inc. or Unified
Patents Inc. as Petitioner(s) were resolved by the PTAB by denial of their institution. Subsequent to those rulings, in December
2017, Apple filed a post-judgment motion in IPR2016-01198 and IPR2016-01201, seeking invalidation of the challenged claims as
sanctions against the Company for its having participated in ex parte communications during the PTAB proceedings.

During
the year ended September 30, 2019, on December 21, 2018, the PTAB ruled on Apple’s sanctions motion, declining to grant
Apple’s request to invalidate the challenged claims and declining to grant Apple’s request for entirely new proceedings
to replace the existing panel of judges with a new panel or with judges that would consider any request for rehearing by Apple
as a sanction against VoIP-Pal. On January 23, 2019, Apple appealed the PTAB’s ruling to the U.S. Court of Appeals for the
Federal Circuit. The appeal remains pending.

During
the year ended September 30, 2019, Apple Inc. petitioned the PTAB to have an additional four IPRs instituted against the Company’s
patents numbered 9,537,762, 9,813,330 B2, 9,826,002 B2, and 9,948,549 B2.

During
the six-month period ended March 31, 2020, all four Apple petitions were denied institution by the PTAB.

On
March 24, 2014, the Company resolved to freeze 95,832,000 common shares that were issued to a company controlled by a former director
in fiscal 2013 and accounted for at a cost of $1,443,000. The Company resolved to freeze said common shares as the Company believes
that the shares were issued as settlement of a line of credit that the Company believes to have been legally unsupported. The
Plaintiff alleged that the freeze and the Company’s actions constituted fraud and a breach of securities laws. The Defendant
denied any wrongdoing.

In
August, 2019, the case was heard in Nevada District Court in a jury trial. In a judgment rendered August 26, 2019, the jury ruled
that certain of the Defendants (namely the directors of the Company in 2014) had breached their fiduciary duty to the shareholder
and awarded monetary relief to the Plaintiff in the amount of $355,000, plus pre-judgment interest in the amount of $91,306. On
a concurrent counter-claim, the jury found a claim of Unjust Enrichment against Third-Party Plaintiff TK Investment, Ltd. to be
unsubstantiated and awarded monetary relief to the Third-Party Plaintiff of $84,000 plus pre-judgment interest of $3,459.

During
the six-month period ended March 31, 2020, the Plaintiff and the Defendant waived their rights to appeal in this case. Following
such waiver, both of the above-noted judgments and accrued interest were paid in full.

16

VOIP-PAL.COM
INC.

Notes
to the Interim Consolidated Financial Statements

(Unaudited
– prepared by management)

(Expressed
in United States Dollars)

March
31, 2020

NOTE 12.CONTINGENT LIABILITIES (CONT’D)

Performance
Bonus Payable

In
2016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up
to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined
group of related and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale
of the Company or substantially all its assets, or a major licensing transaction. In order to provide maximum flexibility to the
Company with respect to determining the level of Performance Bonus payable, and who may qualify to receive a pro-rata share of
such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.

During
the year ended September 30, 2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the
capital stock of the Company. Concurrently, the directors authorized 66.67% of the Performance Bonus to be issued in an advance
payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) (Note 10) to a group of related and non-related
parties, which included members of management, a director and several consultants. 94,000,000 of the Bonus Shares are restricted
from trading under Rule 144 and are also subject to voluntary lock-up agreements, pursuant to which they cannot be traded, pledged,
hypothecated, transferred or sold by the holders until such time as the Company has met the requirements of the bonusable event
as described above.

As
at March 31, 2020, no bonusable event had occurred and there was no Performance Bonus payable.

17

Item
2.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

The
following management’s discussion and analysis (MD&A) should be read in conjunction with our interim consolidated financial
statements for the six-month period ended March 31, 2020 and notes thereto appearing elsewhere in this report, and our audited
consolidated financial statements for the year ended September 30, 2019 and notes thereto.

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This
MD&A for the period ending March 31, 2020 contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amending, and Section 21E of the Securities Exchange Act of 1934, as amending. Forward-looking statements may
be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”,
“expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”,
“should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions
made by management and are considered by management to be reasonable. Our future operating results, however, are impossible to
predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The
assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of
future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.
As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements

CORPORATE
HISTORY, OVERVIEW AND PRINCIPAL BUSINESS

VoIP-PAL.com
Inc. (the “Company”)
was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. and changed its name
to VOIP MDI.com in 2004 and subsequently to VoIP-PAL.Com Inc. in 2006. Since March 2004, the Company has been in the development
stage of becoming a Voice-over-Internet Protocol (“VoIP”) re-seller, a provider of a proprietary transactional billing
platform tailored to the points and air mile business, and a provider of anti-virus applications for smartphones. All business
activities prior to March 2004 have been abandoned and written off to deficit.

In
2013, the Company acquired Digifonica International (DIL) Limited (“Digifonica”), to fund and co-develop Digifonica’s
patent suite. Digifonica had been founded in 2003 with the vision that the internet would be the future of all forms of telecommunications
- a team of twenty top engineers with expertise in Linux and Internet telephony developed and wrote a software suite with applications
that provided solutions for several core areas of internet connectivity. In order to properly test the applications, Digifonica
built and operated three production nodes in Vancouver, Canada (Peer 1), London, UK (Teliasonera), and Denmark. Upon successfully
developing the technology, Digifonica filed for patents with the United States Patent and Trademark Office (“USPTO”).

The
Digifonica patents formed the basis for the Company’s current intellectual property, now a worldwide portfolio of twenty-six
issued and pending patents primarily designed for the broadband VoIP market.

The
Company’s intellectual property value is derived from its issued and pending patents. The inventions described in these
patents, among other things, provide the means to integrate VoIP services with legacy telecommunications systems such as the public
switched telephone network (PSTN) to create a seamless service using either legacy telephone numbers or IP addresses, and enhance
the performance and value of VoIP implementations worldwide.

VoIP
has been and continues to be a green field for innovation that has spawned numerous inventions, greatly benefitting consumers
large and small across the globe. VoIP is used in many places and by every modern telephony system vendor, network supplier, and
retail and wholesale carrier.

Results
of Operations

The
Company’s operating costs consist of expenses incurred to monetizing, selling and licensing its VoIP patents. Other operating
costs include expenses for legal, accounting and other professional fees, financing costs, and other general and administrative
expenses.

18

Comparison
of the Three Months Ending March 31, 2020 and 2019

Three
months ending

March
31

Increase/

2020

2019

(Decrease)

Percent

Revenue

$

-

$

-

$

-

-

Cost of Revenue

-

-

-

-

Gross Margin

-

-

-

-

General and administrative
expenses

365,095

717,257

(352,162

)

-49

%

Amortization
& depreciation

35,115

34,737

378

1.09

%

Net loss

$

400,210

$

751,994

$

(351,784

)

-47

%

Comparison
of the Six Months Ending March 31, 2020 and 2019

Six months ending

March 31

Increase/

2020

2019

(Decrease)

Percent

Revenue

$

-

$

-

$

-

-

Cost of Revenue

-

-

-

-

Gross Margin

-

-

-

-

General and administrative expenses

1,304,784

6,553,921

(5,249,137

)

-80

%

Amortization & depreciation

69,853

69,476

377

0.54

%

Net loss

$

1,374,637

$

6,623,397

$

(5,248,760

)

-79

%

REVENUES,
COST OF REVENUES AND GROSS MARGIN

The
Company had no revenues, cost of revenues or gross margin for the three and six months ending December 31, 2020 and 2019.

GENERAL
AND ADMINISTRATIVE EXPENSES

General
and administrative expenses for the three months ending March 31, 2020 totaled $365,095 compared to $717,257 during the same period
in 2019. The decrease in general and administrative expenses of $352,162, or 49% less than the previous year, was primarily due
to a decrease in officers and directors pay, legal fees and professional fees and services.

General
and administrative expenses for the six months ending March 31, 2020 totaled $1,304,784 compared to $6,553,921 during the same
period in 2019. The decrease in general and administrative expenses of $5,249,137 or 80% less than the previous year, was primarily
due to a $5,080,000 decrease in stock-based compensation.

AMORTIZATION
AND DEPRECIATION

Amortization
of intellectual VoIP communications patent properties and depreciation of capital equipment for the three months ending March
31, 2020 totaled $35,115 compared to $34,737 during the same period in 2019. There was no material change in the amount of amortization
or depreciation expense recorded during the three months ending March 31, 2020 and 2019, respectively.

Amortization
of the intellectual VoIP communications patent properties and depreciation of fixed assets for the six months ending March 31,
2020 totaled $69,853 compared to $69,476 during the same period in 2019. There was a small increase of $377 for depreciation on
computers and furniture purchased during the six-month period. There was no material difference between the amortization expenses
for the six months ending March 31, 2020 as compared to the same period in 2019.

The
Company follows GAAP (FAS 142) and is amortizing its intangibles over the remaining patent life of twelve (12) years. The Company
evaluates its intangible assets annually and determines if the fair market value is less than its historical cost. If the fair
market value is less, then impairment expense is recorded on the Company’s financial statements. The intangible assets on
the financial statements of the Company relate primarily to the Company’s acquisition of Digifonica (International) Limited.

19

INTEREST
EXPENSE

The
Company had no financing or interest costs for the three and six months ending March 31, 2020 and 2019.

NET
LOSS

The
Company reported a net loss of $400,210 for the three months ending March 31, 2020 compared to a net loss of $751,994 for the
same period in 2019. The net loss decrease of $351,784, or 47% less than the same period in 2019, was primarily due to a decrease
in officers and directors pay, legal fees and professional fees and services.

The
Company reported a net loss of $1,374,637 for the six months ended March 31, 2020 compared to a net loss of $6,623,397 for the
same period in 2019. The net loss decrease of $5,248,760, or 79% over the same period in 2019 was due primarily to a decrease
in legal fees and stock-based compensation.

LIQUIDITY
AND CAPITAL RESOURCES

As
of March 31, 2020, the Company had an accumulated deficit of $53,096,333 as compared to an accumulated deficit of $49,271,761
at March 31, 2019. As of March 31, 2020, the Company had a working capital surplus of $82,259 as compared to a working capital
surplus of $2,775,744 at March 31, 2019. The decrease in the Company’s working capital of $2,693,485 is due to ongoing operating
expenses and less equity raised during the year, and a payment of $533,765 to settle a non-patent lawsuit paid during the six-month
period ended March 31, 2020.

Net
cash used by operations for the six months ending March 31, 2020 and 2019 was $720,793 and $1,110,726, respectively. The decrease
in net cash used for operations for the six months ending March 31, 2020 as compared to the six months ending March 31, 2019 was
primarily due to a decrease in officers and directors pay, legal fees and professional services.

Net
cash used in investing activities for the six months ending March 31, 2020 and 2019 was $753 and $11,917, respectively. Net cash
provided in financing activities for the six months ending March 31, 2020 and 2019 was $116,310 and $471,240, respectively. The
decrease in net cash provided by financing activities of $354,930 was due to lower amount in equity raises and therefore less
cash proceeds from private placements and exercise of warrants during the three and six months ending March 31, 2020.

Liquidity

The
Company primarily finances its operations from cash received through the private placements of its common stock and the exercise
of warrants from investors and through the payment of stock-based compensation. The Company believes its resources are adequate
to fund its operations for the next twelve months.

Off
Balance Sheet Arrangements

Performance
Bonus Payable

In
2016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up
to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined
group of related and non-related parties upon the successful completion of a purchase and sale of the Company or a major licensing
transaction, defined as a bonusable event. In order to provide maximum flexibility to the Company with respect to determining
what constitutes such a bonusable event, the level of Performance Bonus payable, and who may qualify to receive a pro-rata share
of such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.

During
the year ended September 30, 2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the
capital stock of the Company. Concurrently, the directors authorized 66.67% of the Performance Bonus to be issued in an advance
payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) (Note 10) to a group of related and non-related
parties, which included members of management, a director and several consultants. 94,000,000 of the Bonus Shares are restricted
from trading under Rule 144 and are also subject to voluntary lock-up agreements, pursuant to which they cannot be traded, pledged,
hypothecated, transferred or sold by the holders until such time as the Company has met the requirements of the bonusable event
as described above.

As
at March 31, 2020, no bonusable event had occurred and there was no Performance Bonus payable.

Impact
of Inflation

We
believe that inflation has not had a material impact on our results of operations for the six months ending March 31, 2020. We
cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

20

Item
3.

Quantitative
and Qualitative Disclosures About Market Risk.

As
a smaller reporting company, we are not required to provide the information required by this Item.

Item
4.

Controls
and Procedures.

Evaluation
of Disclosure Controls and Procedures

Management
conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31,
2020. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components
of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities,
(iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control
over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management
concluded as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q that our internal control over financial
reporting has not been effective. The company intends, as the company’s finances improve, to hire additional accounting
staff and implement additional controls.

As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit
of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting
Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than
a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.
In connection with the assessment described above, management identified the following control deficiencies that represent material
weaknesses as of March 31, 2020:

1)

Lack
of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to
enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate
this situation.

2)

Lack
of an independent audit committee. Although the Board of Directors serves as an audit committee it is not comprised solely
of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient
capital resources and working capital to attract qualified independent directors and to maintain such a committee.

3)

Insufficient
number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent
directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our
management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources, we are not
able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so
until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital
permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in
this report, we believe that our financial statements fairly present our financial position, results of operations and cash flows
for the years covered thereby in all material respects.

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Limitations
on the Effectiveness of Internal Controls

Our
management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving
our objectives and our Chief Executive Officer concluded that our disclosure controls and procedures are effective at that reasonable
assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management override of the internal control. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes
in Internal Control Over Financial Reporting

There
have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2020 that have materially
affected or are reasonably likely to materially affect such controls.

21

PART
II—OTHER INFORMATION

Item
1.

Legal
Proceedings.

Other
than noted below, there have been no material developments during the current quarter for our legal proceedings that were disclosed
in our registration statement on Form 10 filed on April 22, 2016. For a full disclosure of legal proceedings, please reference
our Form 10 registration or Note 12 of the Financial Statements contained in this report.

Patent
Litigation

The
Company is party to patent- and patent-related litigation cases as follows:

In
February 2016 the Company filed patent infringement lawsuits in the United States District Court, District of Nevada against Apple,
Inc, (Case No. 2:16-CV-00260), Verizon Wireless Services, LLC, Verizon Communications Inc., and AT&T Corp. (Case No. 2:16-CV-00271).
These cases are seeking a combined $7,024,377,876 in damages. On May 9, 2016, the lawsuits were officially served to these companies
(collectively, the “Defendants”).

In
August, 2018, the cases were consolidated under one lawsuit, and transferred to the U.S. District Court for the Northern District
of California, where they were renamed as Case Nos. 5:18-cv-06217-LHK and 5:18-cv-06054-LHK. The Defendants filed a Motion to
Dismiss the cases, asserting that Voip-Pal’s ‘005 and ‘815 patents do not claim patentable subject matter.

On
March 25, 2019, the U.S. District Court for the Northern District of California granted the Defendants’ Motion to Dismiss
in all of the cases. The Company appealed the district court decision to the US Court of Appeals for the Federal Circuit. The
Federal Circuit affirmed the district court’s decision.

Subsequent
to the six-month period ending March 31, 2020, on April 15, 2020, the Company filed a combined petition for rehearing and rehearing
en banc, which remains pending.

ii)

Voip-Pal.com
Inc. v. Twitter, Inc. (Case No. 2:16-CV-02338) in the United States District Court, District of Nevada

On
October 6, 2016, the Company filed a lawsuit in the United States District Court, District of Nevada against Twitter, Inc, (Case
No. 2:16- CV-02338) in which Voip-Pal.com alleges infringement of U.S. Patent No. 8,542,815 and its continuation patent, U.S.
Patent No. 9,179,005, This case is seeking $3,200,000,000 in damages. On December 28, 2016, the lawsuit was officially served
to Twitter, Inc. On February 28, 2018, Twitter filed a motion to transfer its case based on improper venue and the case was subsequently
transferred to the U.S. District Court for the Northern District of California, where it was renamed as Case No. 5:18-cv-4523
and consolidated with Case Nos. 5:18-cv-06217-LHK and 5:18-cv-066054-LHK. The Defendants filed a Motion to Dismiss the cases,
asserting that Voip-Pal’s ‘005 and ‘815 patents do not claim patentable subject matter. On March 25, 2019, the
U.S. District Court for the Northern District of California granted the Defendants’ Motion to Dismiss. The Company appealed
the district court decision to the U.S. Court of Appeals for the Federal Circuit. The Federal Circuit affirmed the district court’s
decision.

Subsequent
to the six-month period ending March 31, 2020, on April 15, 2020, the Company filed a combined petition for rehearing and rehearing
en banc, which remains pending.

iii)

Voip-Pal.com
Inc. v. Amazon.com, Inc. et al. (Case No. 2:18-CV-01076) in the United States District Court, District of Nevada

In
June 2018, the Company filed a lawsuit in the United States District Court, District of Nevada, against Amazon.com, Inc. and certain
related entities, alleging infringement of U.S. Patent Nos. 9,537,762, 9,813,330, 9,826,002 and 9,948,549. In November 2018, the
case was transferred to the U.S. District Court for the Northern District of California, where it was renamed Case No. 5:18-cv-07020-LHK
and consolidated with Case No. 5:18-cv-06216-LHK. The Defendants filed a Motion to Dismiss the cases, asserting that Voip-Pal’s
‘762, ‘330, ‘002, and ‘549 patents do not claim patentable subject matter. On November 1, 2019, the U.S.
District Court for the Northern District of California granted the Defendants’ Motion to Dismiss in all of the cases. The
Company appealed the district court decision to the U.S. Court of Appeals for the Federal Circuit and the appeal remains pending.

iv)

Voip-Pal.com
Inc. v. Apple, Inc. et al. (Case No. 2:18-CV-00953) in the United States District Court, District of Nevada

In
May 2018, the Company filed a lawsuit in the United States District Court, District of Nevada, against Apple, Inc., alleging infringement
of U.S. Patent Nos. 9,537,762, 9,813,330, 9,826,002 and 9,948,549. In November 2018, the case was transferred to the U.S. District
Court for the Northern District of California, where it was renamed Case No. 5:18-cv-06216-LHK and consolidated with Case No.
5:18-cv-07020. The Defendants filed a Motion to Dismiss the cases, asserting that Voip-Pal’s ‘762, ‘330, ‘002,
and ‘549 patents do not claim patentable subject matter. On November 1, 2019, the U.S. District Court for the Northern District
of California granted the Defendants’ Motion to Dismiss in all of the cases. The Company appealed the district court decision
to the U.S. Court of Appeals for the Federal Circuit and the appeal remains pending.

22

Subsequent
to the six-month period ended March 31, 2020, the following patent litigation cases were filed:

v)

VoIP-Pal.com
Inc. v. Facebook, Inc. et al. Case No. 6-20-cv-00267 in the United States District Court, Western District of Texas

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Facebook, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

vi)

VoIP-Pal.com
Inc. v. Google, LLC fka Google, Inc. Case No. 6-20-cv-00269 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Google, alleging
infringement of U.S. Patent No. 10,218,606. The case is pending.

vii)

VoIP-Pal.com
Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

viii)

VoIP-Pal.com
Inc. v. Apple, Inc. Case No. 6-20-cv-00275 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Apple, Inc. alleging
infringement of U.S. Patent No. 10,218,606. The case is pending.

ix)

VoIP-Pal.com
Inc. v. AT&T, Inc. et al. Case No. 6-20-cv-00325 in the United States District Court, Western District of Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against AT&T, Inc.
and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

x)

VoIP-Pal.com
Inc. v. Verizon Communications, Inc. et al. Case No. 6-20-cv-00327 in the United States District Court, Western District of
Texas.

In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Verizon Communications,
Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.

xi)

Twitter,
Inc. VoIP-Pal.com Inc. Case No. 5-20-cv-02397 in the United States District Court, Northern District of California.

In
April 2020, Twitter filed a declaratory judgment lawsuit against the Company in the United States District Court, Northern District
of California, alleging non-infringement of U.S. Patent No. 10,218,606. The case is pending.

xii)

Apple,
Inc. v. VoIP-Pal.com Inc. Case No. 5:20-cv-02460 in the United States District Court, Northern District of California.

In
April 2020, Apple filed a declaratory judgment lawsuit against the Company in the United States District Court, Northern District
of California, alleging non-infringement and invalidity of U.S. Patent Nos. 9,935,872 and 10,218,606. The case is pending.

Inter
Partes Reviews

In
additional legal actions related to the above cases, several of the Company’s patents have been subject to challenge in
Inter Partes Review (“IPR”) petitions filed before the Patent Trial and Appeal Board (“PTAB”) of
the United States Patent and Trademark Office (“USPTO”). An IPR is a post-grant patent review process allowing the
PTAB to consider the validity of issued patents. There are no damages awarded, but a portion or all of a patent’s claims
instituted for IPR may be invalidated as a result of the review.

Through
2016 and 2017, eight IPRs filed against Patents No. 8,542,815 and No. 9,179,005 by either Apple Inc., AT&T Inc. or Unified
Patents Inc. as Petitioner(s) were resolved by the PTAB by denial of their institution. Subsequent to those rulings, in December
2017, Apple filed a post-judgment motion in IPR2016-01198 and IPR2016-01201, seeking invalidation of the challenged claims as
sanctions against the Company for its having participated in ex parte communications during the PTAB proceedings.

During
the year ended September 30, 2019, on December 21, 2018, the PTAB ruled on Apple’s sanctions motion, declining to grant
Apple’s request to invalidate the challenged claims and declining to grant Apple’s request for entirely new proceedings
to replace the existing panel of judges with a new panel or with judges that would consider any request for rehearing by Apple
as a sanction against VoIP-Pal. On January 23, 2019, Apple appealed the PTAB’s ruling to the U.S. Court of Appeals for the
Federal Circuit. The appeal remains pending.

23

During
the year ended September 30, 2019, Apple Inc. petitioned the PTAB to have an additional four IPRs instituted against the Company’s
patents numbered 9,537,762, 9,813,330 B2, 9,826,002 B2, and 9,948,549 B2.

During
the six-month period ended March 31, 2020, all four Apple petitions were denied institution by the PTAB.

On
March 24, 2014, the Company resolved to freeze 95,832,000 common shares that were issued to a company controlled by a former director
in fiscal 2013 and accounted for at a cost of $1,443,000. The Company resolved to freeze said common shares as the Company believes
that the shares were issued as settlement of a line of credit that the Company believes to have been legally unsupported. The
Plaintiff alleged that the freeze and the Company’s actions constituted fraud and a breach of securities laws. The Defendant
denied any wrongdoing.

In
August, 2019, the case was heard in Nevada District Court in a jury trial. In a judgment rendered August 26, 2019, the jury ruled
that certain of the Defendants (namely the directors of the Company in 2014) had breached their fiduciary duty to the shareholder
and awarded monetary relief to the Plaintiff in the amount of $355,000, plus pre-judgment interest in the amount of $91,306. On
a concurrent counter-claim, the jury found a claim of Unjust Enrichment against Third-Party Plaintiff TK Investment, Ltd. to be
unsubstantiated and awarded monetary relief to the Third-Party Plaintiff of $84,000 plus pre-judgment interest of $3,459.

During
the six-month period ended March 31, 2020, the Plaintiff and the Defendant waived their rights to appeal in this case. Following
such waiver, both of the above-noted judgments and accrued interest were paid in full.

Item
1A.

Risk
Factors.

As
a smaller reporting company, we are not required to provide the information required by this Item.

Item
2.

Unregistered
Sales of Equity Securities and Use of Proceeds.

The
transactions described in this section were exempt from securities registration as provided by Section 4(a)(2) of the Securities
Act for transactions not involving a public offering for sales within the United States and by Regulation S of the Securities
Act for sales made outside of the United States.

During
the period ended March 31, 2020, the Company issued 7,754,000 common shares priced at $0.015 per common share in a private placement
for proceeds of $116,310.